GROUP 1 AUTOMOTIVE INC

This proposal asks the Board to amend Group 1’s governing documents so that owners of a combined 10% of outstanding common stock (or the minimum percentage permitted by state law) may call a special shareholder meeting, and that no minimum holding period be required to participate. The proponent argues such a right would let shareholders convene a timely meeting to address significant or time-sensitive governance or strategic issues and cites prior shareholder support for similar proposals at other companies. The supporting statement notes recent operational challenges and stock-performance concerns at Group 1 and suggests a shareholder right to convene a virtual meeting would enhance management accountability. The proposal emphasizes that shareholder-called special meetings are rarely used but serve as a governance backstop when a meaningful portion of owners seek action.